Certain Attractions Never Go Away
by allkindsofwonderful
Summary: They both accept each other for exactly who they are. A friendship with so much sexual chemistry. An attraction that never goes away no matter where they are in life. Will their attraction be enough to keep them together? Slightly AU. Smuckleberry!
1. Chapter 1

It had all started when their parents signed them up to help at Temple during the summer. Rabbi Greensberg was looking for volunteers to pack up the Church Basement to set up a youth recreation centre and Puck and Rachel had been two of the very few volunteers.

Puck had come to realize that Rachel Berry was not as uptight and obnoxiously annoying when you got to know her better. And her passion for Broadway and drive to get out of Lima was kind of bad-ass considering everyone at McKinley made her life hell because of it. Fuck, he made her life hell because of it. But over the summer, they became kind of friends, and plus she wore these painfully short skirts and shorts and tiny little shirts that made him constantly have to beat one off or get a million cold showers after seeing her.

Rachel liked the Noah she gotten to know over the summer, she always seen under his bad-ass persona he portrayed to everyone else. He had heart and he wasn't going to be a Lima loser like everyone thought or a dead beat like his father. But the truth was, as September got closer, she was not looking forward to going back to McKinley. She knew he would go back to being 'Puck' who always gave her shit about her ambition, and she would lose the one person she could be completely honest with and be her true self around.

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><p>Puck found her just outside Temple sitting on a bench at the end of a pathway. She was sitting there in a short jean skirt and a white v-neck tank top that showed off perfect amount of cleavage that made her seem virginal and yet sexy. She had her eyes closed with her headphones in her ears and Puck could tell she was listening to something from some Broadway show. He always noticed when it was Broadway music, she would close her eyes and completely relax, and he knew she was picturing herself up on a stage in New York, living her dream. Puck gazed down at her tan legs, he never understood how someone so short could have legs that went on for miles. They had a smooth and sexy shine to them that he ached to touch but he figured Berry wouldn't be too keen on that idea. One thing he learned over the summer though, was that he absolutely loved to tease her. With that, he took the straw out of the grape slushie he had gotten for her and dragged the icy beverage along the expanse of her thigh that was not covered by the denim of her skirt. Her leg bounced up from the icy cold contrast, spreading her legs just ever so slightly, allowing Puck to see a strip of hot pink lace as her eyes shot open seeking out the eyes of her intruder.<p>

"_Fuck, Berry._" Noah cursed under his breath as he met her gaze and watched her eyes soften when she realized it was him.

She seen his lips move, so she went to take her headphones out of her ears. "What did you say, Noah?"

Noah took a gulp and she watched a small blush rush across his face so fast she swore she would have missed it had she not been watching him so intently. "Um, I got you a slushy to cool off. It's grape."

He placed the straw back into her drink and handed it to her with his signature bad-ass smirk, as he watched her glide her hand down her leg to get rid of the sticky drink. Puck licked his lips, suddenly wanting to lick up the liquid from her ankle to her thigh. It quickly crossed his mind that he had been thinking about doing these things to Rachel Berry for a while now. He sat down next to her on the bench, closer then he needed to considering the extra three feet of bench on his left side.

Noah always made Rachel feel sexy, and when she watched him from the corner of her eye, and noticed he was staring intently at the straw that she was playing with between her tongue and lips she became suddenly self-conscious. She laid the drink down and watched a smirk stretch across his gorgeous face. The same smirk that always caused her breath to catch. He leaned in against her body making her aware of the muscles this mo-hawked boy possessed and whispered into her ear, allowing his hot breath to linger between he ear and neck.

"Damn Berry, I never knew that mouth of yours had so many talents." Her entire body felt like it was on fire, but she managed to contain her blush from spreading any further then her face and slowly stood up to leave. She shook her head and chuckled softly as she walked away from a grinning Puck "You're incorrigible, Noah."

Rachel had gotten used to Noah's innuendos, and just accepted them as a part of who Noah Puckerman was. While before she would have scoffed and been totally livid, now she kind of found them somewhat endearing. Rachel knew what kind of dangerous territory having feelings for Noah would bring, with Puck being Lima's sex shark and all, but she knew that in a few days when school started back up, she wouldn't have to worry about Noah's sexual innuendos directed towards her anymore. Knowing that, she should be somewhat relieved, however, Rachel couldn't help but feel sad that Noah wouldn't be making comments about her like that anymore. He would go back to screwing around with cougars and the slutty Cheerio's that Lima and McKinley High had to offer.

Yeah, she was definitely going to miss the summer.

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><p>"Hey Berry, wait up!" Rachel slowed her pace to allow Puck to catch up and place his arm around her shoulder. As they walked back into the church and down to the church basement, Rabbi Greensberg was waiting with the other volunteers.<p>

"Okay kids, now that I have you all together, I just wanted to say thank-you for all your help this summer, but you spent too much of your summer in a stuffy basement. So I'm cutting you free! Go enjoy the last few days of your summer holidays!"

As the group walked out of the church Jacob Ben Israel walked up beside Rachel "Hey Rachel, the independent polling company in my Dockers has determined that you're even hotter in the summertime. Wanky Wanky!" He placed his hand low on Rachel's back causing her to shudder and quickly move away from her creepy stalker.

"Beat it, Jew-fro!" Puck stepped between Rachel and Jacob making sure that she was fully covered by his body. "And the next time I see you anywhere near Berry, I'll make sure that your Dockers ride up your ass crack so far, you'll never have to worry about what your polling company has to say again because I'll make sure there isn't one." With that he was once again alone with Rachel.

"Thank you, Noah." Rachel smiled brightly at Puck, and he swore he would never get tired of making Rachel Berry smile like that.

"Yeah, whatever. You need a ride?" She nodded as he walked her to his truck, opening the door for her and allowing her to get in. Once again, Rachel felt self-conscious under the intense gaze of Noah's eyes viewing her legs. She got into the truck as quick as she could but Noah still got another quick glimpse of her lace panties. He closed her door and walked slowly around the truck to try and subside the ever growing tightness in his cargo shorts.

When he started up the truck, she went immediately for his radio to hook up her ipod. "No way, Berry. I'm not listening to your sad excuse for music all the way to your house." He brushed her hand away and pressed play allowing Cee Lo's 'Fuck you' to blast through the trucks speakers.

Rachel looked over at a relaxed Puck and watched him in his element. He had his left hand on the steering wheel and his right resting on his thigh as he slouched towards her. Feeling her eyes on him he turned towards her with a devilish grin and a wink. "Like what you see, Berry?"

Rachel smiled softly at him ignoring his lewd question. "I'm just going to miss this." He seemed put off by the seriousness of her statement but he would be lying to himself if he said he never wondered about how their new found friendship would fit in to the new school year. But he wanted to know what she thought about it.

"What are you talking about? We will see each other all the time in Glee." She sighed as a sad expression came across her face. He glanced at her, encouraging her to express what she was thinking.

"Yeah but we won't talk or hang out like this. You will go back to being Puck, and only talking to me when you need too. But I get it. I'm Rachel 'Crazy' Berry. And you're you. Why would you be friends with me when you can be friends with girls like Santana, Brittany or Quinn?"

He thought about what she said. He always respected Rachel for her self acceptance. She always made it seem like she didn't care what anyone thought of her. He was kind of shocked to hear her sudden lack of confidence when she compared herself with Santana, Brittany and Quinn. Truth was, they had nothing on Rachel Berry. Sure she talked a lot, and was annoyingly confident when it came to her performances, but she was an insane singer and dancer, and she was insanely hot. Every time she opened her mouth to belt out a high note he was in awe, and when she danced he always had to shift his dick so no one would see the tent his pants were pitching. Over the summer, and even over the last couple of years, Puck found he kind of liked Rachel. She knew who she was, and what she wanted and she didn't care what anyone thought of that. Suddenly, he promised himself he would continue to be friends with Rachel, maybe even more if she continued to wear her signature short skirts and knee high socks. After all, he was a bad-ass, and nobody told him what to do.

He pulled in to her driveway, and watched her reach for the door just as his arm flew out to grasp her hand. She looked at him expectantly.

"You're not going to invite me in, Berry?" Puck could see the questioning wheels turn in her pretty little head. "If you want to hang out, all you need to do is ask baby." His thumb gently rubbed circles over the inside of her wrist, so subtle that only for she could feel the goosebumps rise up her body and the new warmth between her legs, she would not have noticed it. The corner of his mouth turned up in a grin as he watched her eyes lighten up and the look of sadness leave her face.

"Would you like to come in, Noah?" she rolled her eyes to make it seem like she wasn't suddenly thrilled about the idea of Noah Puckerman in her home.

"Sure, just let me move my truck so your Dads don't block me in."

"Oh, no need. Dad and Daddy are away on a holiday. They won't be home for another few days." She continued to get out of his truck and Puck couldn't help but feel extremely excited that he was going to be alone with Rachel Berry in her house. He was glad she was back on to him, so she couldn't see his eyes bug out of his head with that bit of news. It wouldn't be very bad-ass of him.

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><p>They walked into her house and she guided him to her living room. Her house was very nice, modern and well decorated as the living room and kitchen were open concept. "Is there anything I can get for you Noah?" She walked over to the stainless steel fridge and opened it up while waiting for Puck to answer.<p>

"Anything to drink?" She nodded and bent over to retrieve a can of soda from the bottom of the fridge. Puck watched as her skirt rode even higher on her thighs, and he could almost swear he was looking at the bottom of her beautifully round ass cheeks. He cleared his throat as silently as possible as she stood up and walked over to hand him his drink, stopping at the stereo to turn it on.

He was about to object to the music, when he suddenly heard Neil Diamond's 'Sweet Caroline'. He stared at her almost dumbstruck and she started to laugh. "Contrary to what most people believe, I listen to more then Broadway music, Noah."

Puck grinned at her. "Nice to know you have some taste." He laid down his soda on the end table and went to place a strong hand on her hip, rubbing the same gentle circles on the expanse of skin between her skirt and top. Rachel was suddenly very aware of how turned on she was by the boy in front of her and that she was alone with this boy in her house.

"_Noah..." _

Puck could see the nervousness in her face, and the breathy way she said his name did not escape him. The corners of his mouth turned up in a smile, and it wasn't his usual grin, but one that made Rachel trust him. "Relax Berry, just dance with me. It will be our personal tribute to a musical Jewish icon."

She nodded as he added his other hand to her other hip and she placed her hands on his chest, feeling his muscles move slightly with his slow movements beneath the thin cotton of his shirt. She tried to forget what the song meant to them, sure she had put it on to remind him of there brief time together, but she hadn't really expected him to quote himself the same way. It kind of made her breath hitch, and her heart flutter.

They swayed together as he looked into her eyes. They intensity of his gaze made her suck in her breath and her legs felt like they would collapse at any given moment, but she wouldn't dare look away. A grin played across his lips as he moved his right hand up the side of her body slowly, grazing the side of her boob and up to her shoulder where he changed his direction to gently glide it down her arm. Their gaze never wavered as his fingers lightly tickled the underside of her arm and made way to her hand that was splayed across his broad chest. It was as if the song was made for them and he was acting it out. With his left hand still on her hip, he pushed her away from his body, turning her with his right hand. Their hands still connected, he twirled her clockwise so her back was against his chest, and his arm was now lying across her waist holding her snug against his body. His left hand found her hip again, and he slightly pushed her top up away from her body so his hand was touching the hotness of her soft skin. As they swayed back and forth to the movement their eyes remained locked on each other.

Rachel never felt so safe with anyone in her life, and there was something about Noah that whenever she was with him, she found herself somewhat liberated. He was holding her so close to his body, she could feel every muscle move, and the way their clothes were gathering up on each other. His smell was intoxicating. A mixture of his cologne and sweat. Before she would have thought that the smell of sweat would repulse her but this was pure Noah. Everything about him and what he was doing to her was making her extremely aware of how well they fit together. She could see the apparent lust in his chocolate brown eyes and could feel what their closeness was doing to him between the small of her back and her ass. Getting confidence from this information she stuck her ass out a bit and allowed herself to grind against his hardening dick.

"Berry..." He said warningly. It just caused her to buck her hips against him harder. Noah groaned causing Rachel to swallow thickly and let her tongue sweep out and lick across her bottom lip. As if on cue, his eyes immediately darted to her lips. He bowed his head as if asking permission to kiss her. She leaned her head back against his chest and tilted it to look up at him, both of their eyes moving back and forth between each others eyes and lips. Rachel thought she was going to die from the closeness and feel of their bodies. Their breaths hot and heavy splaying across each others faces. She tipped her chin up closer to his face and he bowed his head even lower, their lips now slightly touching but both still without any relief. Rachel was sure she was going to be sick from the lack of oxygen getting to her brain, and let out a desperate moan. She felt a slight twitch on her ass from Noah's dick, and finally his lips were on hers.

He nibbled softly on her top lip, feeling the softness of it and tasting a trace of the grape slushy he had bought for her. He moved down to her lower lip, repeating the same action, before opening his mouth wider to bite it and then swiftly lick it with his tongue. Neither of the two could believe how gentle he was being with her. Maybe it was because they could always be real with one another, no judgement. But with Rachel, Noah knew if he ever had the chance, he would never rush it. He planned on enjoying and memorizing everything she was going to offer him. He prodded her lips for access with his tongue, and as soon as she opened her mouth wider his tongue dove in to explore every part of it. As their kiss deepened he loosened his grip on Rachel's hip allowing her to spin around and press up even closer against his hard body. She moved her hand to the nape of his neck softly tugging on the strip of hair from his mo-hawk and he cradled her head in his hand as he angled it perfectly to further deepen their kiss.

Their tongues meshed perfectly, neither one dominating but both following each others languid thrusts. It was the most intense kiss either of them had ever experienced and Noah knew that they would have insane sexual chemistry. She moved her hand down from his chest to the waistband of his shorts, tucking her fingers inside of it, using it as an anchor. When he felt her nails and the backside of her hand graze along that very sensitive area along side his treasure trail, his dick twitched again and the tightening of his shorts was becoming unbearable. They groaned against each others mouths, both equally aware of how much they were turning each other on. With his other hand he brushed the skin of her lower back, sliding it up softly underneath her shirt. They continued to search each others mouths, as Noah brushed his hand along Rachel's back slowly coming to the realization, that he couldn't feel a clasp for a bra. Noah shut his eyes together as tightly as he could trying to picture anything that would keep him from coming right then and there. _Get it together, Puckerman. _He brushed his hand back down to her waist and over to her side, only to slide up and feel the underside of her breast with his thumb. When she moaned in satisfaction to his new discovery, he moved his hand slightly to rub her hardened nipple with his finger.

"_Oh God, Noah_..." Her body arched into him and he continued to move his thumb in circles, as his tongue portrayed the same sensation in her mouth. Their kisses became more urgent, their tongues moving together frantically, swallowing each others moans with their mouths. Noah sucked on her lip one last time before leaning his forehead on hers allowing them to catch their breaths.

"Fuck, Rach." He had never been so turned on in his entire life, and basically all they did was kiss. The sounds she was making against his lips, the ones he was creating were enough to make him lose it. He always prided himself on his self control, but some how Rachel was making him lose it. The way she was moving against his body in reaction to his caresses was like she was a tightened ball of sexual energy.

The use of her first name in his own little nickname for her was not lost on Rachel. He only ever called her Berry, but this new found closeness they had, Rachel didn't want to ever lose it. Finn had never kissed her like that, nor gotten a reaction from her like that. Not even close. She thought there was something wrong with her because she had seen the movies, read the books and whenever she did anything with Finn, she never felt like her body was on fire. And she never experienced so much passion before that nearly led her to faint. She wanted Noah's hands and lips all over her, that unnerving feeling he caused within her was addicting, and she wanted more. Before she could think her actions through she was grabbing his hand and leading him upstairs to her room.


	2. Chapter 2

**A/N: Ok guys, so here is Chapter 2! I was really tired when I wrote this, and it is my first fanfic, so please excuse any errors. Also, it contains a whole lot of SMUT. Literally SMUT SMUT SMUT. So if you don't like that sort of thing, obviously don't read it. Anyway please let me know what you think! I was amazed by all of the story alerts and what not, and it definitely helped me get this chapter up so quick! I hope I didn't disappoint! Happy Reading!**

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><p>Rachel led Noah up the stairs to her room and once inside he pinned her up against her closed door. He pushed his hips into hers, showing Rachel everything she was doing to him. She dragged his head down with her hands kissing him feverishly as his hands began to slide up underneath her shirt, stroking her softly with his thumbs. He nudged her legs apart with his knee, rising her skirt up with the movement, letting his thigh rub against her most sensitive area. The new contact, released a new warmth and wetness between her legs, and she was sure Noah could feel it on his legs.<p>

Rachel moaned softly against his lips as her hands moved down his torso, feeling his muscles constrict every place she touched, and found the hem of his t-shirt. She pushed it up to expose his tanned abs, and further up until he got the message and took over, stretching his arms to pull his short over his head. Rachel sucked in a breath at his newly exposed skin and muscle, causing Noah's mouth to move into a predatory grin. Sure she seen him shirtless plenty of times over the summer when they would go swimming after helping out at temple, or when he would be at basketball practice. Coach Beiste would split the team into two for a scrimmage, shirts and skins as they called it. Seeing his naked torso never failed to get the same reaction out of her. Especially now that he was leaning into her, rubbing her pussy with his thigh and switching between licking and biting her ear.

"_Noah... God..." _

Rachel tilted her head to give him better access and splayed her hands down across his newly exposed torso, feeling every contour and plain of his abs. When she twisted her hands to move back up his body, her nails scraped along the sides of the ever present V leading into his shorts, causing Noah to inhale a sharp breath. Seeing that he liked it, she continued to lightly scrape her nails up and down the lower contours of his body. With his lips and teeth still on her earlobe, she could hear his grunts clearly. The contrast between the hot moisture from his tongue, and the cool breath that was escaping his lips when he grunted over her caress. was driving her insane. The feeling was intoxicating. Noah was intoxicating.

Not able to handle the shudders going through his body anymore, he twisted their bodies and pushed them backwards to her bed. Before pushing her back onto the bed, he leaned back and looked into her eyes searching for any sign that she wanted him to stop. Keeping his lust filled gaze, Rachel found his belt buckle, sliding it slowly through his belt loops and unfastening it. She watched his adam's apple bob, and before she could feel self-conscious about her forwardness, his reaction was making her feel liberated again. She wanted this so bad, she wanted Noah. Rachel knew he would make this good for her. Sure he was known for his sexual prowess and have been with probably 95% of Lima's female population, but the way he was touching, caressing, and kissing her, Rachel felt like the only girl in his world. She continued to unbutton and unzip his cargo shorts pushing them down the swell of his hips.

"Rach, are you sure about this?"

Noah leaned his forehead against her and searched her eyes again. He knew she was a virgin, and that this was a huge deal for her. As much as her nails dipping into his boxers and lightly scraping the side of his groin was making his dick throb, he would stop if she wanted him too. For someone who was supposed to be inexperienced, she was doing a fuck of a job of showing it. How could he have lost so much control? She was still fully clothed and he was shirtless with his cargo shorts opened wide and halfway down his hips.

There it was again, _Rach. _She didn't know why her first name rolling off his tongue made her feel weak in the knees. Rachel was sure she would never get used to it.

"I'm positive Noah. I want this. I want you."

His lips crushed hers in a mind blowing kiss, their tongues and lips crashing together so ferociously he thought his legs were going to buckle. _I want you. I want you. _Noah couldn't understand why that, coming from her lips made his heart constrict just a little bit. Plenty of girls had told him they wanted him. One thing he knew for sure though, was that he was going to make sure Rachel never forgot this.

He moved his hands up her torso, feeling the warmth of her skin light his fingers on fire. Her top gathered as she lifted her arms and he pulled it over her head, leaving her breasts fully exposed and her nipples hard against his chest. Continuing his assault on her lips, he unbuttoned her skirt and pushed it over her hips, letting it fall to the floor and looked down to see her in nothing but hot pink lace Brazilian panties. They contrasted against her tanned skin perfectly and hung to her curves, making her ass plump out beneath the frilly lace on her backside. She moaned as his hands slid down her back slowly and squeezed her ass pulling her directly against his straining cock. Determined to keep control and not lose his bad-ass persona from the soft noises escaping her mouth, _Fuck her mouth, _he stepped back from her and lifted her hand in the air spinning her to see every angle.

Rachel couldn't understand why this gesture suddenly made her lose all self-consciousness and make her feel so sexy. Maybe because he had that look on his face as his eyes swept over her nearly naked body.

"Fuck baby, I always thought you were a hot Jew, but I never imagined this was what you were hiding underneath those short skirts. You're fucking sexy Rachel."

His appreciation for her body made her blush, and she felt her panties get even wetter. He laid her back on her bed, letting her head hit her pillows. Noah let his pants fall to the floor and joined her on the bed, lying against her side and kissing her lips as his hand slid down her flat stomach to press his fingers against her panty clad pussy.

"_Mmmmm!_"

The new contact made Rachel's body arch of the bed and impossibly closer to Noah's body. She dragged his face closer to hers biting and sucking on his bottom lip, before slipping her tongue over to soothe her assault.

"You like that, baby?"

Noah grinned devilishly as he continued to move his fingers in a circling motion up and down over her clit and opening through her wet panties. He knew how much he loved to torment her, but now realizing this new form of teasing, and how she reacted to it, he couldn't help but love it a million times more. He swept his hand up and down her pussy, kissing her and tonguing her mouth as lightly as possible. The way her body was writhing under his and grabbing him tightly, he knew that she wanted more pressure, anything to feel closer to him. She was spinning out of control and he was barely touching her.

"_Noah please...uh... god"_

He let his fingers slide across the wet lace and slightly stroked the side of her pussy underneath her panties.

"What do you want, Rach?" He lowered his lips to her neck to lick a long stroke up to nibble on her ear and pushed his body up to partly cover hers as his fingers continued to tease everywhere around her pussy.

His coarse voice, thick with arousal, whispered into her ear, "This?" He lifted his other hand to her tit, rubbing his calloused thumb over it before pinching it lightly and tugging on her hardened nipple.

"_Umm... y-yes... anddd..._" She stopped abruptly and bit her lip.

Noah knew he would have to help her, but she was already being more vocal than he expected. That little tid bit of information only made his ever growing cock throb even harder. He needed to pull it together if he wanted to make this unforgettable for her.

"And what baby? Tell me what you want me to do to this sexy body of yours."

"_Take 'em off._"

It came out in a quick breath and Noah loved how he managed to stump Rachel Berry's proper grammar. He slipped his fingers slowly under the strip of lace covering her pussy and felt her juice on the material. He kissed her softly on her lips and pulled them down her legs, before resting above her body and descending his lips on her hardened nipple. Noah let his tongue glide over her soft nipple before taking it into his mouth and sucking on it lightly. She let out a soft moan and he scraped his fingers from her knee to the swell of her ass, giving it a quick squeeze before bringing it around her thigh to lightly brush her folds. His cock throbbed again.

"_Jesus Rachel,_ your pussy is dripping wet for me."

He stopped abruptly, suddenly aware of his very large mouth, and looked up with wide eyes to gauge her reaction to his words. He was so not expecting how wet she would feel and clearly his brain to mouth filter was affected by the control she had over his body. Fuck what an idiot. This was Rachel fucking Berry. She was going to kick his ass right out of her bedroom for naming her lady parts _that_, and he'd never have to worry about trying to get into her pants again. What he wasn't expecting was for her to respond the way that she did. She loved how erotic he was making her feel. Her leg lifted up and wrapped around his and her entire body arched up off her bed and closer to his body. She let out the sexiest moan he ever heard and her pussy got about ten times wetter.

"_My God Noah!" _

She grabbed his head and brought it up to hers to kiss his lips, clearly turned on by his dirty talk. He grinned against her lips, extremely relieved she wasn't kicking his ass out of her house, before he realized what that meant. Rachel Berry liked dirty talk! She just kept getting better and better.

"Oh baby, I'm going to make you cum so many times."

Her hands dug into her bed as Noah continued to get her off with his words. His mouth went back to licking her nipple and then sucking on it, only to circle his tongue around it again. It was the same pattern his finger was making on her clit. Circling the nub with his finger and then sliding it down between her wet, hot folds, only to bring it back up and circle it around her clit again. Then he would lick a path to her other nipple and repeat the same action.

She was losing her mind with him mouthing her like that. His skin hot on hers, licking and touching all the right places. Just when she thought she couldn't take anymore he slid one of his fingers inside her pussy. Slowly stretching her by curling his finger and twirling it. Her hips bucked against his hand and urged him for more.

"_Noahhh... more, please more." _

He added another finger into the hot channel of her cunt, slowly scissoring his fingers to stretch her for his huge dick. He rose his head from her nipples, giving them both a soft bite and lick to soothe them, before he returned to her mouth.

"You're so fucking tight, baby. So hot and tight." He kissed her already parted mouth and let his tongue flick across the bottom of her teeth, then meshed with her tongue to swirl around her mouth, mimicking the same dance his fingers were doing in her pussy.

Her breathing was becoming erratic as he continued to pump his fingers in and out of her cunt, switching back and forth between a slow and frantic pace. He would bring her so close to the edge, only to slow right down before she would cum and then pick up the pace again. She was losing her mind.

"_Noah... umf... please... oh godd..."_

Noah kissed down along her jaw and licked a path to her ear, scraping his teeth and swiping his tongue over her flesh while whispering to her.

"_Let go Rach...Come for me, baby."_

Her tipped his head back and continued to pump in and out of her pussy, thumbing her clit and watching her lose herself in her orgasm. Fuck she looked gorgeous losing control like that, her head tipped back with her eyes rolling in her beautiful head. Her arms were wrapped around his neck, as if to hold on for dear life.

He felt her walls constrict around his fingers and he slowed his pace as she slowly came down from the whirlwind of her orgasm. He slipped his hand from her pussy and slipped a finger inside his mouth as they looked at each other through hooded eyes. When his slick finger slipped between his lips, her eyes got big and a flash of arousal went across her gorgeous face. He grinned at her and offered her his finger.

"Wanna taste your pussy juice baby?"

She bit her lip to stifle the deep moan escaping her throat in hopes that Noah wouldn't so blatantly see how he turned her on. She could tell it wasn't lost on him when his eyebrow arched up and his grin got bigger. She just nodded her head as a blush rose up her face.

He dragged his finger along her bottom lip, allowing her to taste herself before she opened her mouth and sucked in his finger. She found herself oddly aroused by the taste of cum on his finger, wrapping her tongue around his digit to suck him clean. She took hold of his hand and slid his finger in and out of her mouth, sucking and twirling her tongue around him while she watched him, his eyes completely enthralled by her mouth.

_Fuck that mouth. _She was making him lose all control again, and his hard cock was becoming painful as it strained against his boxers. As her focus returned, she became very aware of the protruding member resting on her thigh. She removed his finger from her lips, and nudged his shoulder to push him on his back. He was surprised at first, but let her take control when he seen the nervous but

determined look in her eyes.

He fell back onto her pillow, letting his hands rest lightly on her hips and stroking small circles on her skin as she straddled him. She leaned down to kiss him softly, letting her tongue find his, while hooking her fingers in the waistband of his boxers and sliding them down to his knees. She was sure her entire body blushed from the size of his cock, completely hard and waiting for her. She lifted her self over him to slide them off his legs, and kissed down his entire body. Her tongue darted out to circle around his nipples and then she trailed it down the contours of his abs. Rachel let her hand guide down his body, scraping along that sensitive part of his torso she had found earlier, to stroke his cock, as Noah lay completely entranced and trying unsuccessfully to stifle his moans.

She used them as encouragement, and let her teeth scrap softly on the inside of his hips as she nipped them, only to let her tongue soothe the area, as she continued her assault. Noah couldn't remember how to blink, or what to do with his hands. He couldn't think of anything but what Rachel Berry was about to do with his cock. He set his jaw to keep from screaming out, but the groans were so deep in his throat they mumbled out without his control. As much as he was dying for her to do this, he didn't want her to feel like she owed him something. This was suppose to be about her, he wanted to make it special and unforgettable for her. He cleared his throat in attempt to not give himself away.

"_Rach..." _

He waited for her to look up at him before he continued, but didn't get a chance when she caught his eyes and placed the tip of his cock in her mouth.

"_Fuckkkk..._"

His eyes slightly rolled back in his head when he felt the warmth and hotness of her mouth. _That fucking mouth!_ She rolled her tongue around the tip of his opening, tasting the sweetness of his pre-cum. Was it weird that she loved tasting him? That little drop was like a victory for a job well done. She caused that reaction from him, and loved her reward. It only pushed her to go further. Noah was openly growling as she continued to suck and lick the tip of his cock slightly pumping it in her mouth, never looking away from his face. His cock tasted so good she was sure she was drooling. She slid her mouth further down his shaft swirling her tongue around making sure to taste every part of him, until he hit the back of her throat.

Noah bit down on his tongue so hard he swore he tasted blood. She angled her head to take him further, stopping only when she had every inch of his dick in her mouth. His hand went straight for her head, his body jerking against her as a moan escaped both of there lips.

"_Uuuhhhh... fuck you're... mmmmm...amazing baby._"

The tightness of his voice and the scorching gaze he was giving her, caused a new desire between Rachel's legs. Desperate to show him the passion she felt, she pumped his cock deep in her throat.

"_Shitttt, Raachelll_"

He gently hauled her head up off his cock, afraid he would blow his load straight down her beautiful throat within seconds of having her sexy mouth around him. She pouted in protest, disappointed she would no longer be able to taste him, and afraid she did something wrong. As if hearing her thoughts, Noah kissed her. Trying to catch his breath and speak without his voice cracking, he placed tiny kisses all over her face, flipping her onto her back once again.

"Baby, I told you that mouth of yours was talented. You nearly ended this way too soon, and I'm not done with you yet."

He licked up and down her breasts, pushing her body so she was slightly sitting against her headboard, and her pussy was lined up with his face. She moaned in anticipation as he eyed her glistening slit up close for the first time. With both hands tightly holding her ass in place he gave her a sinful smirk, before kissing all around her cunt. He rounded his hands to place his thumbs on the inside of her thighs, gently spreading her legs so he could lick her pussy at every angle. He gazed up at her again, watching the passion on her face play through he entire body as his breath splayed across her wet cunt, causing her hips to buck closer to his mouth. He gave her another sinful smirk, and spoke to her in his seductive voice that she would never get used to.

"You want me to lick your pussy, Rachel? I will make you cum all over my face so you will be nice and wet for when I'm ready to put my cock in your cunt. You want that don't you baby?"

He watched her eyes cloud over in lust and felt the heat radiate off her body. Her breath was so thick she could only moan and nod her head. Noah glanced down to her opening and the lust in his eyes mirrored Rachel's. Not able to contain himself from tasting her juices anymore, he bowed his head to press his mouth firmly against her pussy, then dragged upwards to part her soaking lips with his tongue.

"_Oh! Noah!"_

Her body writhed wildly underneath him, and he reach a hand up to cup her left breast. He flicked his finger over her nipple making it stand up, before pinching it lightly between his fingers and tugging on it, making her cry out. He continued to move back and forth between both nipples, while flicking his tongue quickly over her clit. He glided his tongue up and down her slit, changing the tempo from slow to fast, and the changing the direction from left to right. He brought his tongue down to her core, tracing a small circle around it before darting it in and out of her pussy. His cock was twitching against her bed from the smell and taste of her. He was lapping up her juices, but she was so wet for him. He sucked on her clit, bringing it into his mouth and licking it softly with his tongue.

"_Oh fuck Noah, don't stop."_

Her sudden demand and use of such a profanity had Noah growling. He brought both hands underneath her, kneading her ass cheeks as he held her pussy against his face. He rocked his mouth wildly across her cunt, stroking her pussy in every angle, allowing his nose to stroke her clit in the best possible way. She was coming apart underneath him, screaming his name and mewling noises and sounds he could barely understand. He drove his tongue into her hot core once again, making her buck her hip in response. His tongue went deeper into her pussy, as she lost all inhibition and rocked her body against him, fucking her pussy with his mouth. He clamped her hips around his face, licking every ounce of cum that exploded from her body, as they rode out her second orgasm. Her legs became limp around him, as he continued to gently kiss her pussy and inner thighs.

She swallowed thickly as she watched him kiss her entire body with the most tender of kisses. The way he went from being so gentle with her, to a total sex animal, had her constantly on her toes. She never imagined sex to feel this amazing. He made his way up her body, holding his weight off her body as to not crush her, resting his lips on her neck just below her ear. While he continued to brand her, his hard cock rested between her legs, and she could feel that drop of cum from the tip of his cock on her ass cheek. He brought his lips to her face, showering her with kisses, while talking her through what was going to happen. Each statement bracketed with a soft tender kiss to her mouth.

"Rachel, this is going to hurt." _Kiss_. "And I really don't want to hurt you baby." _Kiss_. "I promise you it will only last for a second." _Kiss_. "And I will try to make it good for you." _Kiss_. "But if you need me to stop, please tell me ok." _Kiss_. "I'll go slow." _Kiss_.

It felt like her heart was doing somersaults in her chest. She trusted him more then anything in the world, and his concern for her made her trust him even more. She laid her hand on his cheek to look him in the eyes.

"Noah, I trust you."

He lowered his head to hers and gave her a long kiss, before reaching into his shorts pocket for a condom.

"Don't."

Rachel held out her hand to stop him from opening it and he gave her a questioning look. Her face flushed as she answered him.

"It's ok, I'm on the pill. Unless you really want to use one."

"I've never not used one, but if you trust me..."

The look he was giving her was hopeful, and she really wanted to feel him explode inside of her. She nodded her head and he came back to hover over her.

He parted her legs further as he kneeled between them, lubing his thick cock with her wet pussy. The sensation felt amazing for both of them and as the gazed into each others eyes, they were moaning in unison. Noah rubbed his cock against her pussy sliding it up and down her slit until her body was writhing beneath him and they were both begging for more. He prodded her opening gently with his cock waiting for a sign from her that she was ready. When she nodded her head, he leaned into her body to kiss her lips as his cock slowly found its way into her pussy for the first time. He rested his body on his elbows as he watched her face for any sign that she wanted him to stop. They both felt the overwhelming sensation of him filling her. She was so fucking tight Noah was going to lose it. The only thing keeping him from falling apart was his concern her, his focus slightly distracting him for the sensual feeling he was getting low in his gut. In an instant, he was at her barrier.

He pushed through, halting his movements when she took a sharp intake of breath to allow her to adjust to him. He kissed her lips softly, desperate to distract her from the pain she was feeling. A few moments later she moved her hip against his, aching for him to fill her more.

He slid out of her pussy just a fraction of an inch, only to push his cock further in. The realization that he was bareback in Rachel's pussy made his dick throb even more.

"_Fuck Rachel, you feel fucking amazing_."

With each thrust, Rachel was loving the feeling more and more. His hands were all over her and both of their bodies pressed so hotly together as he fucked her was causing her head to spin.

"_Oh Noah... Oh... Ohhh ... God!_"

He growled once again at the sound of his name coming so breathlessly from her lips.

"_Rach..." _

He didn't know how much longer he could hold off. Every muscle in his body seemed clenched in his effort to stay in control. Noah was sure Rachel Berry was going to kill him. His thrusts were becoming quick and hard now, as he continued to fuck her into oblivion.

"_You like me fucking your pussy, baby?"_

He gazed down at her through heavy, lust-laden lids and his jaw was slack with the intensity of his pleasure. Her head was laying effortlessly on the pillow, her hips bucking against his frantically as her fingers dug into the muscles clenched in his back. Somehow whenever his words filled her ears, her entire body felt like it was on fire.

"_Noah... Oh. My. God. Fuckk... Noahhh.."_

He reached down between their bodies finding her clit to rub circle patterns, desperate to get her to cum with him for a final time as his fucked her pussy hard with his cock. He felt the walls of her cunt pulsing against his shaft, and he knew he wouldn't last much longer.

"_Uh! Uh! Come with me Rach!_"

"_Noah fuck... so good... sooo fuckkk... good. Uhhh..."_

Suddenly her body arched violently off the bed, his cock now surrounded by a pulsing warmth and wetness. He continued to thrust his cock into her pussy, fucking her hard to allow himself to let go. Her earth shattering orgasm continued to rock through her and milk him until he finally released himself into her. The warmth of him filling her and the quivering of his cock in her pussy allowing her to respond with another wave of pleasure. His body collapsed on hers, unable to move from the most mind-blowing sex he had ever experienced.

They lay in silence for a few moments, both trying to register what had just happened between the two of them. Noah pushed his body up from hers, the two of them moaning from the loss of filling and being filled. He kissed her softly and went to her bathroom to get her a cloth to clean herself up. He handed her the cloth and grabbed his boxers and her panties along with his t-shirt, passing her the latter as well. She gave him a small smile and put on the clothes he handed her. As he pulled back her covers, he gestured for her to get in, following closely behind her. He lay on his back and watched her settle her head on his chest, his arm wrapping around her back to rub soft patterns under his shirt.

"You ok?"

She turned in his arms, placing her hand on his chest and resting her chin on it to look up at him.

"Amazing. Thank-you Noah."

He gave her a smirk and a wink, before closing his eyes and settling back comfortably on her pillow.

"You can ask me to hang out anytime, Berry."

She didn't say anything about the use of her last name again. She kind of liked that he called her Rach when they were being so intimate. It could be their little inside thing. She closed her eyes as well, snuggling into the warm muscles of his chest and losing her head in the soft strokes he was playing on her lower back.

Neither of them noticed that it was only 8:14 pm., or that they had been doing that little dance with each other for a good couple of hours. Too tired from their recent activities, they both fell into a deep sleep.


	3. Chapter 3

**A/N: Hey guys! Sorry it took me so long to update this story I had some personal matters that required my attention, so I hope you forgive me :( Any who, I won't keep you from reading any longer, please enjoy! I love getting reviews, so please feel free to let me know what you think!**

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><p>The next morning Rachel woke up alone in her bed, with a note from Noah on her pillow. She tried not to let herself get lost in the disappointment that he was gone, and tried to focus on the fact that he had stayed with her in the first place. She thought back to the day before with a smile on her lips as she grabbed for the note he had left her.<p>

_Berry, _

_Had to run before Ma got home from her shift. _

_Later. Puck._

Rachel understood why he would have to go, and while she was happy for the note, she felt the disappointment swarm through her again at the fact that that was all the note had said. She wanted to know why it had happened, if it meant anything or if it would even happen again. Rachel hoped it would but couldn't resign from the feeling that once school started they would go back to being Puck and Berry to each other. She decided she should get up and shower to start her day fresh, but caught glimpse of Noah's t-shirt loose on her body and the scent of him on her shirt, and pillow and opted to cuddle in her bed for an extra few minutes. She allowed herself to close her eyes and let her mind wander about her and Noah. He made her feel so alive and appreciated. Their relationship had developed over the summer, and she honestly couldn't bear the thought of their friendship backtracking. However, after yesterday and the way he was so caring towards her, making sure she was so comfortable and taken care for with all of his caresses, Rachel wanted that side of him more. She never knew that Noah could be like that with anyone but she figured he must be like that with all the girls, hence why he had the name for being the sex shark of Lima.

All of that aside, Rachel Berry wanted Noah Puckerman, and she was determined to have him in whatever way she could. She knew he wouldn't go for being her boyfriend, and even if he did, he would never be faithful to her. She accepted this about him because it was just the way Puck was, but she knew if she let herself be vulnerable to him being her boyfriend and he hurt her, their friendship would be gone, and she very much wanted him in her life. Plus, she kind of liked the freedom of being single. She always felt guilty when she couldn't find the time for Finn, with all of her different classes attributing to the arts. So she would just have to watch her feelings for him, make sure they were purely physical, and maybe Noah would agree to be friends with benefits with her. She always wanted to be the best at everything and this could be optimal practice for her. Of course he would agree wouldn't he? She didn't have a lot of sexual experience, but she couldn't have imagined his reaction to her the night before, and he was Puck after all. Yes, she would propose being friends with benefits, and who knows, maybe he would go for it and they could become closer friends. She debated texting him, but figured that would be considered 'clingy', so she opted to take a shower instead. She would just have to wait until school on Monday to speak to him, and hope that she didn't develop any feelings for him if he took her up on her offer. Fake it, till you make it, right?

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><p>Puck had been awake since he left Rachel's house five o'clock that morning. He lay in his bed, trying to stay there long enough to "sleep in" so his mother wouldn't ask him endless questions about why he was up so early. Sure he could make up some bullshit answers, but just lying there was so much easier. Truth was, Puck couldn't even decipher the answers himself. His mind was so boggled with what had occurred the night before, that he didn't even know why he was awake. Normally with his other trysts, he went home after fucking them senseless, including Santana and that was the closest to a relationship he ever had. But sex with Rachel had been so mind blowing, that he had passed out before eight thirty and ended up sleeping with her. He never EVER actually slept with a girl before, and he had no idea what possessed him to do so last night. He knew that Rachel was different than other girls, so leaving her after what had transpired between them just wouldn't have been right. So he told himself he did it out of obligation, not even entertaining the idea that he in fact had wanted to stay with her. He also, tried to keep his mind off the fact that he watched her sleeping for about an hour before he absolutely had to leave her house that morning. She looked so peaceful, and beautiful lying on his chest, that he didn't want to disturb her, and the way her body had been moulded to his stirred an unfamiliar feeling inside him. She seemed so vulnerable, that he vowed to himself that he would protect her from anything and everything he could. The whole situation just left him feeling uneasy. And that shit wasn't kosher. After another hour, of what he thought was acceptable 'sleep-in' behaviour, Puck got up to shower and head out for some back to school errands, before he enjoyed his last weekend of doing fuck all. School started up on Monday, and he was determined to enjoy the rest of his summer.<p>

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><p>By the end of the weekend, and after hourly checks of his phone, Puck pretended to not be bothered that there hadn't been one text from Rachel. Every other girl he'd ever been with, had been on his ass with texts in a sad attempt to be flirty and dirty, until they gave up usually a week later when he never texted them back. It didn't matter if he did you didn't though, because the second he eyeballed their "I'm going to sneak into your house and castrate you in your sleep" looks, he shot them a smirk and a wink and he was golden again. He should have known that Rachel would be different, but it still altered his ego a bit. He got up early Monday morning so he could run into her before their first classes of the new school year. Puck knew Rachel always showed up early to school every day, and the first day of a new school year would only make that fact truer. As he walked out of his house that morning his Ma couldn't hold her pride of her son taking his senior year seriously. Puck was sure that had she been wearing lipstick, there wouldn't be an inch of his face not covered in red. However, he couldn't shake the feeling that if his Ma knew that he was up so early to talk to one Jewish Rachel Berry, he would have gotten an even bigger reaction. So he decided to flow with it.<p>

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><p>Rachel was setting up her locker Rachel Berry style when Noah found her. She was wearing a navy blue pleated skirt that just barely covered her ass, and a soft pink blouse that was nearly see through. She had a pink and blue matching diamond vest that only covered the top half of her torso, and her signature socks that matched her vest, high enough to ride about three inches above her knee. Her hair fell in soft waves framing her face and cascading down her back. Puck walked slowly to her, admiring the view all along the way. He knew that even though half the guys gave her shit, they had to have wet dreams about her every night.<p>

Rachel saw him approach her out of her peripheral and tried to swallow the nervous feeling that decided to suddenly take over her body. She knew it was very unusual for him to be in school this early, considering he missed half a day nearly every day, and the other half was spent sleeping in the nurses office. She tried to occupy herself in attempt to calm down and not seem at all bothered by his close presence and ogling of her body. She was going to be an actress, so she would act. Fake it till you make it, right?

"Good morning, Noah. What brings you by so early?" she greeted him with her sing song voice, still appearing to be busy organizing her locker.

"Hey, umm... just had to talk to Beiste about some football stuff."

He leaned against the locker trying to seem nonchalant, but when she didn't respond or call him out on his lie he tried to think of anything to say to break the ice. After a few short moments of awkwardness he decided to just come out with it.

"So, I didn't expect that to happen the other day."

He gauged her reaction and watched her cheeks turn red. When Rachel finally looked at him he was smirking at her in a predatory grin.

"T'was hot though."

He added a wink that had Rachel searching the entire hallway for anyone who could hear and witness their interaction. Of course nobody could, they were alone in the halls considering school didn't technically start for another fifteen minutes. She smiled up at him and tried to regain some courage to tell him what was on her mind about the situation. She wanted him, obviously, but she didn't know how to propose to them being friends with benefits.

"Noah, while I did find the other day everything I imagined and more, I have to say I don't want to be in a relationship..."

"Whoa, babe, neither do I." He put up his hands in defence but suddenly felt bad when he seen her face falter at his words.

Rachel debated storming off at that moment. My god would it be so horrible to even consider being her boyfriend. It wasn't even what she wanted, she told herself, but she couldn't help but feel deeply hurt when he so urgently shot her down at the word relationship.

"I was going to propose a different kind of relationship but since it is so appalling to even consider me in that way, never mind Noah."

As she slammed her locker shut and started turn away from him, Puck grabbed her wrist, spinning her back to face him.

"Sorry Rach, I didn't mean it like that, I just don't do relationships."

She watched as his face softened, and there was that trust she had in him. Rachel couldn't understand why whenever he called her Rach, he seemed so vulnerable and trusting, like she could tell Noah anything in the world and he would never judge her for it. She started to get nervous again but acted through her words.

"Well, I pride myself on being the best at everything I do, and I wanted to ask you if you wanted to be friends with benefits. You know for practice. I wouldn't want anyone to know about it obviously, and you would be free to have sex with anyone else. So it would be our little secret."

He listened to her ramble on like she always do, but when he realized she wanted to be fuck buddies with him, his eyes bulged. Puck was sure he could sand steel with his tongue, his mouth got so dry. He swallowed deeply, and gave her a look that was amused and shocked all rolled into one.

"Like fuck buddies?"

She rolled her eyes at his crassness, and gave him an exasperated look.

"If you can't be mature about my proposal, Noah, then forget it."

She tried once again to turn away from him, her embarrassment becoming evident on her cheeks, but his hand on her wrist held her in place as he stepped closer to her. He didn't know how he was supposed to react to her question. He never would have pegged Rachel Berry to be up for being a fuck buddy, or "friends with benefits" as she put it. But hey, he was down for that, especially if he was getting it off Rachel Berry on the regular. He always thought she would be a freak in the bed, it's always the ones you least expect. What is it they say in that song? A lady on the street, but a freak in the bed? Yeah that was definitely Rachel. And he knew first hand, that Rachel was hot as fuck when she was in and out of bed. He was sure all his prayers were being answered, or maybe it was all that karma he built up volunteering at temple. Either way he was in heaven. His heart was slamming in his chest, and he was very turned on by her at the moment. He needed to man up and handle the situation the way he wanted. He looked at her intently with his signature smirk, causing her to become slightly unglued.

"Baby, you didn't mind saying fuck the other day let alone hearing it, so just call it what it is."

His grin reached his eyes and a teasing sparkle ran through the dark chocolate orbs, as he watched her face turn fifty shades of red. He leaned into her as he pushed her gently into her locker, letting his mouth lower so it was next to her ear.

"Ask me again, Rach, and maybe I'll say yes." He whispered into her ear in a teasing voice.

God she hated his effect on her, he turned her entire body to mush.

"Do you want to be friends with benefits with me?"

She tried hard to keep her voice steady but it was hard to concentrate when she could feel his dick hardening slightly on her waist. Puck chuckled deep in her ear and moved his lips closer to swipe his tongue lightly on her earlobe.

"Ask me to be fuck buddies, Rachel."

Puck continued to gently kiss along her neck and ear, while she gasped a breath in attempt to speak. As she begin to speak, his right hand that had been skimming up and down her side, slid lower to the very short hem of her skirt, curling slightly to gently tease her pussy over her silk panties.

"_Noah..._" She tried to discretely clear her throat, but it was not lost on Puck who was grinning against her skin. He knew he had this effect on women, but none of their breathy moans got to him even close to as much as the girl standing before him. Especially considering they were at school, minutes away from being possibly caught in a soon to be crowded corridor.

"Yeah, baby?"

He kissed up her neck and along her jaw, stopping every couple of kisses to lightly suck on her pulse point. Rachel thought the whole thing was ridiculous, if he was doing this to her now, why did she even have to ask? And why were her legs buckling? If it wasn't for his body pressing her into the lockers, she was sure she would be on the floor right now. He slid his fingers under her panties, stroking her wet folds softly while she attempted to clear her head so she could restate her question the way he wanted it stated.

"You want to...FUCK!"

At the perfect moment, Puck slid two fingers deep into her pussy, and she grabbed on to the two sides of his shirt dragging his lips down to hers to stifle her moans. She no doubt was going to ask him if he wanted to be fuck buddies with her, but he clearly got her to phrase it the way he wanted. It was like an out of body experience, and she couldn't understand why one moment she felt so unsure of herself around him and the next she was loaded with self-confidence. He made her feel sexy, liberated, totally unlike her and totally her all at the same time.

Puck was growling against her mouth while she continued to ride his fingers, desperate to feel every part of him. His dick was throbbing against his pants, and he was sure he could get off without her even doing anything to him. Rachel snaked her arms around his neck, and used it as leverage to jump up in his arms. She wrapped both legs around his body, and Puck slid his arm around her left thigh, cupping her ass under her skirt keeping her glued to him, while his other hand continued to pump in and out of her cunt ruthlessly. God she was so wet and hot around Puck's fingers, he wasn't sure if he could take it. Puck massaged her ass, causing her to mewl against his lips, she let her head fall back against her locker to catch her breath, but his lips found her neck and he caressed every part of her throat with his tongue, sucking on the skin every so often.

Rachel tried to regain focus while she was able to take in shallow breaths, realizing where they were and what they were doing. She was stable enough to know that they should not be behaving this way, but could not find the strength to tell Noah to stop what he was doing to her. She was quickly losing all self-control, and they both knew it.

"_Mmmmmm... _Noah someone might come..."

Puck looked up at her face, tipped back with her eyes closed, slightly contorted with ecstasy. He waited for her to open her eyes and look at him through hooded lids. He was so turned on by her right now, but he knew he would stop in a second if she asked him to.

"Baby, do you trust me?"

"_Mmhmm"_

Her eyes were glassy and dark as she stared into his matching ones, trying to show him just how much she trusted him like this.

"Then the only one coming will be you."

With that he slid his thumb over the silky nub of her clit, while his fingers remained curling and twisting inside her. When he felt her body shake against him, he pressed his fingers against the spongy patch of her g-spot, making her entire body convulse in his arms.

"_Noah!" _His name escaped her lips in a quiet broken sob, and his cock was throbbing against his jeans while he continued to watch her come apart. He'd never get bored of watching her come apart with him, he always thought she was gorgeous, but it was never truer than when she was coming undone under his touch and caresses. Her pussy clamped onto his fingers, as he twirled them around, riding out her orgasm with her.

Puck chuckled against her lips, and slid his fingers away from her pussy as he started to hear voices coming down the adjacent hallway. She was softly panting, and she had a red blush spread across her face and chest. He leaned his forehead against hers to look into her eyes, giving her a soft kiss before moving to nibble a soft bite on her earlobe.

"Yeah, baby, I wanna… fuck." He leaned away from her chuckling with a satisfied grin and turned to strut down the hallway, leaving her barely able to stand without the support of his arms, before any students could witness anything that had transpired between them.


	4. Chapter 4

**A/N: I just want to thank everyone who has been adding this story to their favorites list, story alerts and of course to everyone reviewing. I really appreciate all of it :). I am beginning to get into the main storyline now, so you can think of this as more of a set up chapter. Also, someone pointed out to me about the history of the story, and I know I said it was slightly AU, but she helpfully showed me that I could keep it to canon up until the end of season 2 with the only changes being that Rachel and Finn never got back together in the season 2 finale, and Puck and Lauren broke up before the summer. I should have mentioned all of this when I started the story, but it honestly completely slipped my mind. So I am really sorry if some of you were confused about any of it, and hopefully this clears it all up :) So I have to say a HUGE thanks to **_bridgetlynn_** for her help :D I'm sure I annoyed the hell out of her with my PMs Haha. I won't keep you any longer; I just wanted to clear some things up to keep the flow of the story smoothly. Happy reading! I hope I didn't disappoint and please please review :D**

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><p>Throughout the next few weeks, not much really changed between Puck and Rachel besides their friendship had gotten closer, at least as far as the rest of Glee club could see. Puck still made the same lewd comments to Rachel, and she turned the same shades of red, so nobody really knew the wiser. Sure when Puck flirted with her, Rachel tended to flirt back, which she never would have done before, but it only ever happened when nobody was around, or they were too quiet for anyone to hear. All in all, their relationship was on the down low, as they intended. At least, that was until Santana's party one Saturday night. Her father had booked a party bus for the entire glee club that picked up everyone at their respected houses and toured around Lima for about an hour, before bringing them to the Lopez's for Santana's party.<p>

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><p>Rachel though it a bit extravagant for a high school party but when Santana had invited her to the party via Facebook, she was not about to say no. Kurt had already opted to plan the perfect outfit for her as he told her the last party dress mishap was not to be repeated. Apparently it looked like a nightgown he seen in an episode of Little House on the Prairie. Rachel didn't really mind, this was the first party that she was actually invited to, and Noah was going to be there. She wanted to look amazing for him, though she would never tell that to Kurt. So when Kurt showed up on her doorstep with Blaine in tow, Rachel didn't complain. He completely ransacked her closet, telling her numerous times that they needed a shopping date like yesterday but he managed to haul together a pair of dark skinny jeans with little tears that may as well been painted on her legs, and a soft pink lace corset which laced in the back and was fairly see through from just underneath the bra cups down. When Kurt picked out the racy number he was astonished it was even apart of her wardrobe, but she had told him she had bought it for Madonna inspiration before deciding it was too risqué for school. He completed the look by grabbing a pair of light pink peep toe pumps that strapped around her heel. Rachel was a bit nervous to wear it, but the boys had told her every one at the party would drool, and that was all Rachel wanted. Maybe not necessarily everyone, but definitely Noah. Kurt completed her make-up with very smoky eyes and fairly nude lips, making her in Blaine's opinion, very sultry looking for Rachel Berry. She straightened her hair, leaving it just barely curling on the ends, and her bang falling straight across her forehead just above her eyes. They could not believe the transformation, and Kurt was giddy with glee.<p>

"Not half bad, Diva. Barbra would be proud." Kurt beamed at her, his eyes sparkling with his pride.

They had her completely ready just moments before the party bus sounded outside her front door, and Rachel was sure she was going to enjoy this night. Her house was the last stop, so the rest of the glee club was already aboard. She stepped onto the bus with Kurt and Blaine walking in front of her, and noticed everyone staring, mouths slightly agape. Kurt was clapping proudly and bowing at his accomplishment, while the glee club whistled at the newly transformed Rachel Berry.

"Damn RuPaul, who knew?" Santana gave her a once over, clearly impressed with her outfit as Rachel continued on down the line to find an empty space to sit down. She tried hard to bite the sides of her tongue to keep from smiling too widely and then she spotted him. He gazed at her appreciatively, his eyes dark as he continued to take in her body. She watched his Adams apple bob in his throat as he took a large gulp and slid over to make room for her. The entire glee club watched the interaction with interest, sure that Puck would have something completely Puck to say, but Kurt interrupted moments later when it was clear Puck wasn't going to give them what they expected.

"Well Diva I think I've done my job when Puck is speechless." He smiled brightly again, clearly smitten with his success and sat down next to Blaine, joining conversation with the rest of the club. Puck turned his head slightly to look at her questioningly at Kurt's statement, but Rachel just shook her head letting him know that their friendship status was still very much a secret. They sat there awkwardly for a few moments as Santana passed around glasses of champagne, before they even exchanged words.

"You look fuckin' hot, Berry. Like really...hot."

Rachel blushed and smiled up at him through her eyelashes.

"Thank you, Noah. You look very handsome too."

She sipped on her champagne reluctantly, remembering the last incident when she drank, but loving the bubbly feeling on her tongue way too much, as after the first few sips, she turned them into mouthfuls. Santana, clearly wanting to get her drunk, had repeatedly topped her up every time Rachel dropped the glass from her lips. Brittany turned the music on blink as the teens started to get up and dance around, most of them between being buzzed and hammered. Clearly a lightweight, the second Rachel stood up; the alcohol hit her like a ton of bricks, swaying her right into Noah's lap. She was giggling at her mishap and Puck couldn't understand why he found that so cute, when normally a drunken girl would have annoyed him. She twisted her head to look over her shoulder at him, moving her eyes between his and his lips, the way she always did before they entered one of their passionate kisses.

"Hey."

Puck chuckled at her, placing his hands on her hips to make sure she wouldn't fall to the floor the second the driver hit a turn or a bump in the road.

"Hi."

He smiled at her, amused by her drunken personality, and watched her lick her bottom lip while she stared at his. She twisted around slightly so she was sitting across his lap and allowed her hands to rest around his neck. Some of the teens like Santana, Mercedes, Sam, Kurt and Blaine were dancing around the stripper pole in the middle of the bus, while the rest, Finn and Quinn, Artie and Brittany and Tina and Mike were making out in the middle of the small dance floor/aisle. No one was really paying any attention to Puck and Rachel at all, but when Rachel leaned in to kiss Puck, he let her softly nip his lips before stilling her movements.

"Rach...you don't want this, your drunk. Someone will see us."

It killed him to do it, especially when he thought about how freaky she would get when she was drunk, but he knew she wanted nobody to know about them, so he thought he was doing her a favor. Apparently, she didn't feel the same way. She huffed and threw his hands that had been sitting on her hips back at him as she stood up and marched to the stripper pole with the rest of the group, looking annoyingly at Puck over her shoulder. Kurt watched her strut over to the pole and was amused by the look on Puck's face. It was a look of annoyance, concern and complete fascination all rolled into one. Puck felt like a complete asshole for not giving her what she wanted, something he realized he wanted to do a lot since he got to know his Rachel Berry, and now she was mad at him, also something he suddenly cared about. He watched her intently, as Kurt whistled her on to the pole, prepping himself to jump up and catch her if she swayed too much for his liking. Kurt watched the two with complete curiosity, as Rachel circled around the pole sexily all while giving Puck the dirtiest fuck me eyes Kurt had ever seen, especially on his Diva.

Rachel walked faster around the pole, building up momentum to jump up on it and curl her leg around so she could arch her body and swing around the pole. If Noah didn't want her now, she was going to make him want her very soon. She landed back on her feet, one hand remaining high on the pole while the other rested on her knee, and lowered herself to the floor grinding her ass against the pole. Santana seen the look she knew all too well that Rachel was sending Puck's way, and thought that she would for once be nice to the over the top Rachel Berry. Besides if she was honest, if man hands played for the other team, Santana knew she would be trying to tap that. She smirked to herself, as Puck watched Rachel with his mouth agape, clearly turned on, but for a reason she wasn't sure of, he wasn't doing a thing about it. She stepped in front of Rachel, who surprisingly seemed to be the life of the party and leaned into her as she placed both hands over Rachel's head on the pole. When Rachel looked up at her with wide eyes, Santana gave her a naughty smirk and just whispered trust me into her ear. Rachel looked over Santana's bare shoulder at Puck who seemed to be sat on the edge of the seat unsure of what to do, with ever growing lust filling his eyes.

Puck watched as the girls danced together, switching positions so Santana was leaning against the pole and Rachel was in front grinding back into her body. Santana was gliding her hands up and down Rachel's sides as they moved their bodies against one another. She reached up to bring Rachel's hair around towards her back to leave her neck bare. When Rachel's head tilted back she met Puck's intense gaze and allowed Santana to kiss along her neck. She felt completely out of her skin and alive all within the same moment and tensed just briefly before hearing Santana whisper against her neck once again.

"Don't stop now, Berry. Don't you see what you're doing to him?"

Rachel watched him with lust filled eyes as Puck fidgeted uncomfortably in his seat. Santana was right, he looked even more turned on than Rachel did, and he had eyes only for Rachel. With new found confidence she twisted her head slightly to grasp Santana's lips in a quick tongue lock before facing Puck again and strutting back over to him. Santana smirked, as the look on Puck's face at that moment could only be construed as jealousy. The rest of the glee club just seemed to be enjoying the show, some laughing loudly while others whistled and howled the show on.

When Rachel reached Puck she braced herself on his shoulders while she brought her legs up on both sides of his hips. He stared back at her with hooded lids, quickly losing all the restraint he had earlier and tangling his fingers in the hair on the back of her head. They simply looked into each others eyes, the build-up of the evening becoming too much for the both of them, Noah's name escaping Rachel's lips in a breathless beg before he pulled the back of her head down to crash against his lips in a heated kiss. They both moaned against each others lips as she pressed her hips down onto his, the bumps in the road only allowing her to feel his erection even more perfectly. The couple were completely unaware of the gaping and smirking looks of their friends, and only aware of each other. For the remainder of the night they were inseparable, and both slightly too tipsy to mind the attention from the others.

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><p>While it became an unspoken agreement between both Rachel and Puck, that nothing would change despite their friends seeing them hook up that one time, their relationship became more complicated. It seemed that now they were always being speculated, as if because of that one time they had gotten together in public, they were supposed to be <em>together<em> together. More often than not, someone would come to them individually and inquire about either the relationship or the other. Now that the glee club seen them together once, it seemed that they were always noticed, and that particular incident was always brought up. While they both continued to tell themselves nothing had changed, they both secretly wondered what it would be like if they were more than fuck buddies.


	5. Chapter 5

**A/N: Hey loyal readers! I didn't really like how I wrote the last chapter and it was kind of short so I tried to make up for it with this update. I started writing this story with the intention to not be so fluffy, but sometimes my typing just takes me there. So very very sorry if your not a fan. Also, I'm sorry if it comes across as slightly out of character for them both, I'm obviously not anything to Glee, and it's very hard to write like someone I don't even know. Which reminds me, I never ever write any disclaimers in my updates, but like I said, I hope it is obvious to you that I'm nothing to Glee, I just love love love the show, and I like putting the characters to the story in my head. Well, without further adieu, I hope I did not disappoint! Read and Review! **

**Text msgs in _italics._  
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><p>Rachel walked out to her Prius on a cool fall morning to see one of her rear tires completely deflated. She always left a few minutes to spare every morning before school in case of inopportune traffic delays, or any other mishaps. She hardly ever had to use them, but they were always there for predicaments such as the one she found herself in this morning. Of course her fathers had shown her everything she may have to know with such an incident and if it was too much for her to do on her own, they were around or she could always call roadside assistance. She huffed a little in annoyance but quickly sought out the air compressor she was taught to use. After watching the tire repeatedly deflate each time she attempted to fix it, she decided that changing the tire would be the only solution. Wishing her fathers didn't leave for work before her, she hauled the spare out of her trunk along with the necessary items she needed to repair it. By the time she had it replaced with satisfactory results, she noticed the small amount of grease on her skirt, and had to march back into her house to change. She looked at the time, and if everything went smoothly she would be able to make it to the school at the same time as the other students. Of course, this was not one of those mornings and she caught every red light on her way to McKinley's parking lot.<p>

When she finally arrived, she had missed homeroom, but if she hurried she would be in her American History class before Ms. Holiday who had been substituting for the past week. She stopped by her locker to quickly throw her bag and jacket in and get her required books. Grateful that none of her pestering slushy throwers were in the hallway, she sprinted quickly to the classroom, acting nonchalance when she approached the door.

She walked inside and found only a few available seats; one of course next to her creepy stalker Jacob who was raising eyebrows at her and placing his arm around the vacant chair. Another next to Dave Karofsky, who blatantly avoided her gaze, and the other in the back of the classroom next to Puck who had his head tilted back with his eyes closed, clearly not interested in being in school, though she was surprised he was once again there at such an early hour. Remembering how the glee club had been treating the pair after their hook up at Santana's party, she really considered sitting next to Karofsky, but when the football faced her with a look that dared her to come within two feet of him, she reluctantly walked back to the vacant seat next to Noah. She didn't mind sitting next to Puck, and she knew he wouldn't care either, but it somehow put her on edge and made her very nervous.

When she shadowed his body before sitting down, Puck opened one eye to watch her. He knew when she walked into the room; there was something about her that just demanded attention when she was present. She was wearing a black skirt and a yellow cardigan over a white tank top and her hair curled down over her shoulders. He found it weird that she was coming to the back of the classroom to sit with him, but when he glanced around the room and seen her other options he smirked. He wasn't stupid, he knew what everyone was saying about them, but he didn't care because it was none of their business, so he played it off as a one-time thing. Rachel on the other hand, tried to avoid him as much as possible when in public to avoid the dramatic questions she received from the other glee clubbers when seen with him. She was always the first one in class and always had a seat front and center of the classroom. He always enjoyed that because from the back of the classroom he could always stare at her without anyone catching him. He turned his head to smirk at her when she sat alongside him, and tried unsuccessfully to control his laughter at the annoyed look on her face.

"How's your mornin', Berry?"

She pressed her lips into a tight smile, letting him know she was very aware that he was mocking her before answering him.

"Swell, Noah. How is your morning?"

"Meh."

Before Rachel could tell him that "Meh" was not a proper word let alone answer, their conversation was cut short when Ms. Holiday strolled into the room. Puck made an appreciative groan alongside her, and she gave him a disgusted look before getting her notebook ready.

"So that is why you are in class."

It was just a statement that he shouldn't have cared about from an agitated Rachel, but he almost felt bad for his reaction and his smirk turned into a slight frown. Is that what she thought of him? That he only bothered to go to class so he could ogle at a hot teacher. I mean sure that helped, but that wasn't the only reason. Rachel was the other.

Ms. Holiday immediately complained about the extremely bright florescent lights when she strolled into the room and turned all but the one over the white board off, clearly hung-over from what Puck could tell. She was one hot ass teacher though, and she always seemed to wear tight fitting clothes showing off all of the amazing parts of her body. She began talking about the Battle of Guadalcanal, and that's where Puck tuned her out and focused his attention on the gorgeous Jew sitting right next to him. She smelled amazing and perfectly distinct, and he tried not to focus too much on how his body automatically leaned in towards her so he could relish in her scent. He sat back and watched Rachel, his notebook still closed on his desk, while she studiously wrote her notes. Whenever she would glance back at him, she would roll her eyes and give him a brief lecture; "You should take notes, Noah.", "How do you expect to do good when you are just going to sit there?", "You should really understand the importance of a good education, if you want to get out of Lima." With each shrug of his shoulders as an answer she became more and more annoyed. With one last glance at him, to see he had his head tipped back against the wall with his eyes closed, she let out an aggravated huff and grabbed his notebook placing it open and alongside hers. He peeped through his eyelids at her, and watched as she copied down two sets of notes, one for her and one for him. He watched her throughout the first half of the period through peeped lids, as she never missed a beat. At first, he was smug about it. Here he was sitting back doing nothing while he had the smartest girl in the class writing his notes for him. He placed his hand teasingly on her thigh a couple of times when he realized that no one would notice, but quickly took it away when she would either give him a stern look that said 'take your hands off me or I will kill you' or when she would say "If you can do that, you can write your notes." But now the guilt was just riding him, so he snatched his notebook out of her grasp and plopped it down in front of him, sitting up in preparation to take them himself. After searching the desk and his pockets for a pen or pencil and realizing he had nothing he turned to her sheepishly, and rolled his eyes in annoyance when she gave him a gold pencil with a huge star stuck over the eraser with her own very smug look on her face.

He let her have her few moments of satisfaction and occasionally looked over at her to see the agitation from earlier was gone and now she had a bright smile plastered on her face. He loved that smile, and while he knew he was a pain in the ass, he couldn't help but feel somewhat responsible for her new found happiness. He reached his arm under their desks again and nonchalantly laid his hand on her thigh, allowing his fingers to brush back and forth on the soft sensitive skin in between her legs. She glared at him, about to object when he gave her a devilish smirk and leaned in to whisper in her ear.

"You said if I couldn't write my notes, I couldn't do this. Well baby, I'm writing my notes."

Outraged, she looked around to see if anyone could see where his hand was or if anyone was paying any attention to them. When she realized Ms. Holiday had the class' fullest attention she relaxed a bit, and tried to focus on the lecture and not the wanderings of Noah's hand. She watched as Noah continued taking notes, seemingly unfazed by anything between them, and tried to do the same. He stroked higher up her thigh, barely touching her, but enough she could feel the moist warmness begin to flow from her centre. After realizing school work was barely an option she began to focus on her breathing, but Noah's hand reached higher and higher. She couldn't imagine doing such things at school let alone in a classroom with her teacher and peers, but she knew there was no way to stop Puck when he knew she wanted it. She couldn't exactly tell on him without the self-humiliation, so she just had to bear it. If "bear it" was even possible with what he was doing to her.

Puck watched her out of his peripheral, smirking devilishly as she desperately swallowed her shallow moans and looked everywhere but him. His fingers brushed circular paths up the expanse of her thigh beneath her skirt; reaching as far as the seam of her underwear before travelling back down to her mid-thigh. He chuckled lowly as he watched her face become outraged when he would go up her leg and then pure disappointment and agitation when his fingers changed their direction.

Before long her hips were squirming discretely, motioning for him to continue going higher. She was sure she was going to lose her mind if he didn't stop his torture, and she could very much feel the liquid heat escaping her cunt. Puck felt his mouth go dry when she inched her pussy closer and closer to his fingers. Who knew Rachel Berry would be his sexual match? Sure she came off as a prude to most, but he was the only one who truly knew her sexy vixen side, and that fact is what made him instantly go hard whenever she invited him to do such things. He sat up slightly in his seat so he could reach the proper angle needed to discretely push his hand further up her skirt. When she snapped her hands down to hold her skirt in place he looked up at her alarmed, afraid he may have read her invitation wrong. She looked back at him intently and he could see her throat bob as she tried to ward off any nervousness. Puck's gaze turned soft as he whispered so only she could hear.

"You want me to stop?"

She shook her head no, but her eyes were vulnerable and it didn't exactly ease him forward. She looked around the classroom again, and when she found nobody paying them any mind she unzipped the side of her skirt quietly so he was able to reach in and feel her heat. God he loved this side of her. He turned his gaze back to the front of the classroom and the both continued to act like the perfect students. His hand slipped around her thigh to the crease between her pussy and leg, softly stroking just underneath the bottom of her panties before ripping the lace between his fingers. As her panties slipped in between her lips and pressed against her clit with delicious pressure she had to bite down on her lip to keep from screaming, but when she felt them snap between Noah's fingers she couldn't stifle the moan that escaped her lips. She open her eyes wide, trying to see if anyone heard her but all she could see was Noah's grin become even larger. He gazed up at the clock when Ms. Holiday put on a video of some war re-enactment for the rest of the period, seeing that there was only 20 minutes remaining. Happy to see the teacher sit at the front of the classroom and watch the video he continued his goal of getting Rachel off before the bell rang. His fingers slid over her clit and down to her core, spreading the wetness he found there all over her pussy. Puck continued to roll circles over her clit bringing her higher and higher to her climax. Her head was slack against the wall, rolling slowly towards his shoulder, as the two felt like the only occupants in the room. When she let it rest on his shoulder, Puck could feel and hear the breathy gasps escaping her lips and it went straight to his already hard cock. Her hand attached to his thigh softly as she tried to release some of the intensity he was building between the two of them. He tilted his head so he could watch her, eager to see the pleasure in her gorgeous face, and so her lips were closer to his ear. When her whimpering became too much for him he twisted his hand and plunged his finger deep into her pussy. She gripped his thigh hard, her nails digging into his jeans while she mewled hard between closed lips. He pumped his finger faster and harder, sliding easily within her slick cunt, causing her hand to twist in his jeans as she held on tighter and tighter. Her clawing at his leg was riding the fine line between pleasure and pain and he was getting off on it, knowing that if she couldn't release in some way she would be howling his name.

"Mmmm, Noah… I can't take it anymore."

Careful not to overdo it and keep her as quiet as possible, (after all they were in the middle of American History) he smirked at her while scissoring his fingers in her pussy before pressing two of his fingers against the rough patch he knew would send her over the edge. Her hips began to quiver and Puck could feel her clamping around his fingers, her face, half turned into his shoulder and half against the wall, was contorted with the extreme pleasure he was giving her, and her mouth in the perfect shape of an "O". He couldn't think of anything better than watching her cum, especially when she was cumming around him.

He kept his hand against her pussy, feeling it throb from the aftershocks of her orgasm while she sighed against him nearly afraid to move.

"Noah…" She hissed lowly for his ears only and waited until he turned to look at her before continuing. "You ripped my panties…..what am I supposed to do now?"

He shrugged with a smirk and a wicked gleam in his eyes, while he slid his hand to the other side of her hip, tearing the lace yet again and hauling it around her body so he could sneak the flimsy fabric into his jeans pocket.

When she stared at him in complete shock, he flashed a smile and leaned in to give her a chaste kiss on her luscious lips; as if that was supposed to be the answer.

"That was hot, babe."

They were startled back to reality with the movement of the other students chairs scraping against the floor. Sure enough the bell had rung, the first period was over and they had to make it to their next respectable classes. Rachel glared at Puck as he got up and walked around her desk grinning at her with as much satisfaction as he could plaster on his face. How did he expect her to walk around for the remainder of the day wearing a skirt with no panties? He extended his arm to her, sure that she would be unable to stand and walk on her own but she continued to give him a death glare while his grin became broader. She stood up, her knees slightly buckling and her legs shaking and huffed as she reluctantly clung to his arm so he could lead her out of the classroom. Suddenly, neither of them realized nor cared about what anyone at McKinley would say about their ever growing friendship.

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><p>Rachel couldn't have heard her clearly. That slutty cheerio could not be talking about Noah Puckerman. Not Rachel's Noah Puckerman. She kept her hands fiddling with the contents of her locker while she listened in on the conversation that was going on just a few lockers down from her.<p>

"God, he was so good! Not like the other guys here. The things Puck can do with that body of his. Fuck you have no idea."

"Oh no, but I do. He took me in his truck to that old road behind that abandoned warehouse and made me scream for hours. He told me I was unbelievable."

"No wonder Ms. Celibate Quinn let him take her V-card. Every girl in this school is dying to just be nailed by him."

"Well now I'm just craving him. I'm going to text him and see what he's at tonight." The girl considered supposedly "unbelievable" to Noah rolled her eyes and let out a chuckle before continuing. "Oh who am I kidding, Puck never says no to me."

Rachel gazed over at the girls, both wearing very smug faces. They were pretty, obviously, they were cheerio's; and Rachel could definitely peg them as Noah's type, if he even had a type. She knew her and Noah's arrangement all too well because she reminded herself every night it didn't matter if they weren't dating or if he was seeing anyone else, if she wasn't falling for him. But truthfully, he was it for her. She didn't stray to anyone else, and although she told him she never minded if he was with other girls, the sudden clench in her stomach made her realize otherwise. Was that all she was to him, just easy sex and nothing else? What was wrong with her that she wasn't enough for him? Why couldn't Noah just realize that she wanted to be with him? It was like she agreed to the entire arrangement in hopes that he would fall madly in love with her and that would be it. She wasn't going to cry, because she had been telling herself over and over not to fall for him, but when the girls phone beeped back and Rachel heard her sigh, her stomach began to roll she knew she was going to throw up. Rachel couldn't have heard her clearly. That slutty cheerio could not be talking about Noah Puckerman. Not Rachel's Noah Puckerman. She kept her hands fiddling with the contents of her locker while she listened in on the conversation that was going on just a few lockers down from her.

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><p>Puck was standing in the locker room in nothing but a towel drying the back of his Mohawk when his phone vibrated on the bench behind him. A definite cold shower was needed immediately after his first period with Rachel so he decided to skip English and pull one off in the school shower. Sure he would have loved for Rachel to join him, but he wasn't so sure she would be up for that. Then again, he never would have expected her to unzip her skirt and allow him to finger her until she convulsed around him repeatedly in a classroom full of students and a teacher, either.<p>

The name Stacy scrolled across the display and he tried to remember if he knew anyone named Stacy. Sure she was programmed into his phone, but chicks usually programmed themselves in his phone when he was either loaded at parties or right after he fucked them. He guessed it was a way for them to see themselves as desired, by just knowing a guy had their number. He never would have complained about it before, it was always an easy lay when he wasn't up to the challenge. Lauren never let him get down those big pants, so when he needed it he would pick a girl at random whether he knew who it was or not and it was a done deal after he texted them "What are you doing tonight?" He knew not to feel too lucky when the immediate answer was "you". Some girls just thought they were sexy as shit, but it was really all in their head. They were also the ones who always asked if he thought it was good afterward, which he would always respond "Yeah baby, you're unbelievable." Now however, he found it kind of annoying. He hadn't hooked up with anyone besides Rachel since the start of the summer when he began crushing on Rachel again. These texts were just a reminder of how much he was losing his badassness. He read the message and tried to think of a way out of anything she was proposing; besides telling her he was expecting a hot study date with one Rachel Berry.

_*Stacy*_

_-Hey sexy, what r u doin 2nite?_

_PUCK_

_-Got plans._

He decided to tell her the truth in not so many words. Puck knew the reasoning behind the text and he never had lengthy conversations unless it was Santana, one of the guys, or well Rachel; so he knew she wouldn't be texting back. He leaned back against the lockers and hit his head lightly against it. What was he going to do about Rachel? He sure as hell wasn't stopping, that girl had her very own twist of crazy that Puck very much appreciated, especially when he knew he was the only one who ever seen her let go the way she does. She was the sexiest sex kitten he ever had the pleasure of knowing, experiencing and witnessing. He just needed to step back. After everything he went through with Quinn making that little seed of 'Lima loser' that was already sprouted in his core escalate into his actions that ended him up in juvenile detention, and then with Lauren he had lost his balls when she took over wearing the pants in the relationship which became even more true when she dumped his ass after Nationals last year. He did not do relationships, not that kind anyway. Puck opened his phone again to cancel his plans with Rachel.

_PUCK_

_-Hey babe, somethin came up. Rain check on tonight?_

_{Berry}_

_-Sure, Noah. If 'somethin' is more important._

Pucks eyes furrowed as he was reading her text, he knew there was no tone to texts, but the quotations were surely meant to be sarcastic. He decided to brush it off.

_PUCK_

_-Thanks baby, knew u'd understand._

_{Berry}_

_-Of course, Puck._

Ouch. Puck? What the hell? She never called him Puck, and now he knew something was wrong.

_PUCK_

_-Um u ok?_

_{Berry}_

_-Yeah Puck it's fine_.

He needed to know why she was so pissed off; considering this morning, she should be strolling blissfully for the rest of the day, panties on or off. He was feeling more and more like shit for bailing on their plans tonight, but he didn't think she'd care. It wasn't like she was his girlfriend or anything and Rachel Berry was plenty independent.

_PUCK_

_-Rach, what's up? Where are you?_

_{Berry}_

_-Just leave it alone, Noah. I will see you at Glee_.

Puck closed his phone after reading her last message, confusion protruding his entire body. What the hell happened? He hauled his clothes on and headed off to find her, but it seemed for the entire day she dodged him. He didn't think she would care, but now he was thinking she was upset that he bailed on their study plans. He had to make it up to her somehow, but he didn't know how. If she wanted her space, he'd give it to her.

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><p>Rachel didn't confront Noah about what she had heard in the hallway because she felt it wasn't her place. They had an arrangement and though she was pissed off at first, she came to realize that if Noah thought she was acting like a jealous girlfriend type then he would break things off with her. Though deep down, Rachel thought that that may have been safer for her heart, she wanted however much she could have of Noah. It wasn't just the sexual part of their relationship, but they got each other, and Rachel didn't want to lose that. She had avoided him for the rest of that day, but at Glee and for the rest of the week he acted really sweet towards her. Almost like a boyfriend if she didn't know any better. He stood up for her whenever anyone put her down, made sure none of the jocks dared to slushy her, and basically walked around her on figurative eggshells. So when Noah asked to cash in the rain check from earlier the week, but he wanted to study math instead of American history, she knew he was serious, and she agreed.<p>

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><p>"Noah, do not give that sweet Jewish girl a hard time." Mary Puckerman gave her son a warning look as he rolled his eyes. "I mean it, Noah Puckerman. And how much do I need to pay her for coming over here and tutoring you?"<p>

Puck rolled his eyes again; he knew exactly how to pay her for her time, not that Rachel would ask to be paid.

"Ma, I told you, we are just studying for a test. She's not tutoring me, we are helping each other."

She nodded her head disbelievingly. Mary didn't care what Noah thought about it, she was happy he was around good influential people. She didn't need him getting into any more trouble.

"Well anyway, I left you some snacks out on the kitchen counter for your study date; all you need to do is take the cellophane off."

"It's not a date, Ma." Noah grumbled.

Now it was her turn to roll her eyes.

"Ok, whatever you say, Noah. Your sister will be staying at Nana Connie's tonight, and I won't be home until around 7 tomorrow morning."

She stood on her tippy toes to give him a huge smooch on his cheek.

"Try not to be too much of a pain in the ass, Noah. Rachel Berry will make someone a very happy husband someday."

"Ma! Fuck, would you give it up already!"

She shot him a glare and it was all he needed to shut him up. He knew better than to argue with or curse at his mother.

"I got it, Ma. I'll be nice to her. Love you."

Puck leaned down to give her a final peck on the cheek before running up the stairs two at a time to catch a quick shower before Rachel arrived.

"Ok, Noah! I'm gone now!" she yelled out to him before leaving.

While heading out to her car, Mary wished she could stay just a few minutes longer to meet Rachel when she arrived. She had more of the old fashioned family values that she wanted her son to have, and of course the fact that she was Jewish was just an enormous bonus. As a mother, she wasn't stupid. She seen her son go through hell and back in the past couple of years, and she knew Rachel had a big part in getting him out of it and making him so happy now, whether Noah was ready to accept it or not.

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><p>Rachel arrived at Noah's house around 7:25pm and tried not to be excited that she was soon going to be alone with him. She loved spending time with him, and even though she seen him lots now in school, it wasn't the same. He was more 'Noah' when they were alone, they could talk about anything and there was no judgement on either side.<p>

She knocked on his door and had to wait a few seconds before she heard him thumping down over the stairs inside. When he opened the door wearing a towel low on his waist, water droplets stuck to his skin and his signature smirk on his face, Rachel's mouth went dry.

"Hey, Berry. Come on up, I just got out of the shower." Puck led her up the stairs to his room while she grumbled incoherently behind him.

"Obviously."

"Huh?"

"Nothing, um I'm just going to wait out here while you change."

He turned toward her briefly before dropping his towel and giving her a lewd grin.

"Sure babe. Whatever."

And he disappeared into his room leaving Rachel's mouth on the floor and her eyes wide.

When Puck opened the door again he let Rachel into his freshly tidied room. They sat on his bed and began to take out their books. While Rachel leaned against the back of his headboard, Noah leaned against the wall near the foot of his bed. They worked for about an hour actually doing math prep, both helping each other; Noah was smart when he applied himself; before she noticed Puck massaging the soles of her feet with his left hand. She sighed appreciatively and relaxed a bit, enjoying his perfect movements.

Puck continued to relax her until her eyes closed, his head tilted towards Rachel and leaning against the wall.

"Rach, what's been up with you lately?"

"Hmm. What do you mean?"

"Well you've just been acting weird since that day in history."

He slid closer to her on the bed so when he replaced his books with her legs, his hip was touching the bottom of her ass. She opened her eyes to look at him. Puck flinched when he seen her get defensive. He didn't mean to offend her, he just genuinely cared.

"So, because I haven't hooked up with you in a week, I've been acting weird? Is that why you asked me to study with you tonight?"

"What? No! Jesus Rach, I'm friends with you too ya know? We don't have to hook up all the time; we can just hang out." He watched as her face softened in embarrassment. "It's just you seemed pissed off with me that day, and then you were just kind of avoiding me."

Rachel hung her head a little and avoided his gaze.

"Noah, why do you even bother with me?"

"What do you mean?" He furrowed his brows in confusion and waited for her to go on. He didn't like where this was heading.

"You could have any of the girls at school who are way prettier than me, and all the cheerio's idolize you. Quinn and Santana are always saying how ugly and manlike I am, I just don't get why you would waste your time. "

He moved his hands so they were stroking the bottoms of her legs.

"Babe, you have to believe me, you're gorgeous. And that's just the way Quinn and Santana are. They always were like that. They are only jealous of you, because you know what you want and you always get it. And while they always seek attention from guys, and don't always get it, you get it from all of them and you don't even try. It's like you don't even notice it."

Rachel looked at him and rolled her eyes, but the soft smile on her face told Noah that he was cheering her up.

"Sure Noah, that's why they always slushy me; because they like the way I look."

Puck chuckled.

"It is actually."

When her eyebrows shot up out of scepticism he laughed again.

"When they slushy you, it makes your clothes see-through and stick to your body more than they already do. It's hot actually. That's why I used to do it."

He gave her a lewd grin that made her giggle.

"I'm sorry about that by the way."

She smiled at him, and he knew he was forgiven.

"Ass." She retorted jokingly.

He opened his mouth to act shocked.

"Rachel Berry, cursing?"

Now she was laughing fully as he reached his hand up to tickle her side. He continued to tickle her mercilessly until she was crying with laughter telling him to stop. Their two bodies were a tangle of limbs when he leaned down to brush the hair from her face. Rachel's expression became vulnerable as she looked up at him, and the intensity went from playful to serious in an instant.

He spoke softly, not releasing her gaze.

"You're gorgeous, Rachel."

Her breath made a barely audible gasp and he leaned down to take a deep kiss from her lips. He kissed her slowly as the intensity continued to rise; his tongue meshing with hers as they thoroughly explored each other's mouths. His body pressed hers into the mattress, their hands grasping at each other desperate to hold on, in fear of falling from some unknown. Their moans were swallowed by their mouths as they continued to kiss passionately. Noah broke away from their lip lock first in attempt to regain control. He kissed along her jaw, scraping his teeth while her body writhed beneath his. He continued his assault up her neck and behind her ear, nibbling softly then flicking his tongue over her earlobe. He moved down her neck and started sucking lightly, his goal to leave his mark so every time she seen it she would think of this time together. He kissed her lips again, leaning up on his left arm so he could snake the other down and begin to unbutton her jeans. Her phone started to vibrate loudly on his bureau, the lyrics to 'We are Family' booming loudly. Puck rested his head against hers for a brief second.

"Fuck."

"Noah, it's my fathers. I have to get it."

He nodded his head and rolled off onto his side so she could answer her interrupting phone.

"Hey Daddy, yes we are almost finished. Right now? Ok, I'll be right home. I will. Love you too. See you soon Daddy."

Puck watched her as she closed her phone and began to button her pants. He dropped his hand just above the waist band of her jeans, circling his thumb a few times before leaving it there.

"You gotta go?"

"Yeah, Dad is out of town and Daddy's car is in the shop so he needs to borrow mine. He tried to wait so we could get as much studying done as possible but the stores will soon be closing."

"That's cool."

He leaned in to kiss her again; a kiss that was supposed to be quick and light but just like a spark to a flame it became intense again.

Rachel spoke between kisses.

"Um, Noah…. I have…. to… go…"

"Ughhh, I know."

He stood up away from her reluctantly; helping her to her feet and leading her down to his front door and out to her car, never releasing her hand; an action Rachel refused to think about too heavily. When they got there, he turned her and kissed her softly again. It was a quick but intense kiss that rocked them both. He opened her door for her and watched her step in while she tossed her bag on the passenger seat.

"Um Rach?" He waited until she looked up at him urging him to continue. "I meant what I said."

"About what?"

"Everything."

He winked at her when she just looked at him, seemingly surprised by what he said, and closed her door. He waved goodbye and watched her back out if his driveway; a smile threatening to betray her nonchalant attitude. Puck chuckled to himself as he walked back into his house. It was good to have his Rachel back. As fuck buddies that is.


End file.
